exv10w19w7






Exhibit 10.19.7




AVERY DENNISON CORPORATION

EMPLOYEE STOCK OPTION AND INCENTIVE PLAN

amended and restated



The purposes of this Employee Stock Option and Incentive Plan (“Plan”) are as follows:



(1) To provide additional incentive for Employees to further the growth, development and financial
success of the Company by personally benefiting through the ownership of Company stock and/or
rights, which recognize such growth, development and financial success.



(2) To enable the Company to recruit and retain Employees considered essential to the long range
success of the Company by offering them an opportunity to own stock in the Company and/or rights,
which will reflect the growth, development and financial success of the Company.




ARTICLE 1 DEFINITIONS




     Wherever the following terms are used in this Plan they shall have the meaning specified
below, unless the context clearly indicates otherwise.



1.1 Award




     “Award” shall mean a Dividend Equivalent, Option, Performance Stock, Performance Unit,
Restricted Stock, Restricted Stock Unit, or Stock Appreciation Right granted under this Plan.



1.2 Award Agreement




     “Award Agreement” shall mean an agreement setting forth the terms and conditions of an Award.



1.3 Awardee




     “Awardee” shall mean a person who has received an Award under the Plan.



1.4 Beneficiary




     “Beneficiary” shall have the meaning given in Article 11.8.



1.5 Board




     “Board” shall mean the Board of Directors of the Company.



1.6 Cause




     “Cause” shall mean, with respect to any Awardee’s Termination of Employment, unless otherwise
provided by the Committee or the Company, (i) “Cause” as defined in any Individual Agreement or
Award Agreement to which the applicable Awardee is a party, or (ii) if there is no such Individual
Agreement or Award Agreement or if it does not define Cause: (A) conviction of the Awardee for
committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Awardee to perform his employment duties in any
material respect, or (C) prior to a Change in Control, such other serious events as shall be
determined by the Committee or the Company. Prior to a Change in Control, the Committee or the
Company shall, unless otherwise provided in an Individual Agreement with a particular Awardee, have
the discretion to determine on a reasonable basis whether “Cause” exists, and its determination
shall be final.



1.7 Change in Control




     “Change in Control” has the meanings set forth in Article 9.2.



1.8 CEO




     “CEO” shall mean the Chief Executive Officer of the Company.



1.9 Code




     “Code” shall mean the Internal Revenue Code of 1986, as amended.



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1.10 Committee




     “Committee” shall mean committee of the Board designated to administer the Plan as
contemplated by Article 10.1.



1.11 Commission




     “Commission” shall mean the Securities and Exchange Commission or any successor agency.



1.12 Common Stock




     “Common Stock” shall mean the common stock of the Company.



1.13 Company




     “Company” shall mean Avery Dennison Corporation or any successor company.



1.14 COO




     “COO” shall mean the Chief Operating Officer of the Company.



1.15 Covered Employee




     “Covered Employee” shall mean an Awardee designated by the Committee in connection with any
Award as an individual who is or may be a “covered employee” within the meaning of Section
162(m)(3) of the Code in the year in which an Award is expected to be taxable to such Awardee.



1.16 Director




     “Director” shall mean a member of the Board.



1.17 Disability




     “Disability” shall mean, with respect to any Awardee, unless otherwise provided by the
Committee, (i) “Disability” as defined in any Individual Agreement or Award Agreement to which the
Awardee is a party, or (ii) if there is no such Individual Agreement or it does not define
“Disability,” permanent and total disability as defined in Section 409A of the Code.



1.18 Disaffiliation




     “Disaffiliation” shall mean, with respect to any Subsidiary, the Subsidiary’s ceasing to be a
Subsidiary for any reason (including, without limitation, as a result of a public offering, or a
spin-off or sale by the Company, of the majority of the stock of the Subsidiary).



1.19 Dividend Equivalent




     “Dividend Equivalent” shall mean a right to receive a number of shares of Common Stock or an
amount of cash, determined as provided in Article 8.1 hereof.



1.20 Early Retirement




     “Early Retirement” shall mean retirement from active employment with the Company, or a
Subsidiary, pursuant to which an Awardee is eligible and elects (i) to retire and (ii) to take a
retirement benefit promptly under the early retirement provisions of the applicable pension plan(s)
of such employer, or as otherwise determined by the Committee.



1.21 Employee




     “Employee” shall mean any officer or other employee of the Company, or of any corporation,
which is then a Subsidiary.



1.22 Expiration Date




     “Expiration Date” shall have the meaning given in Article 4.3.



1.23 Exchange Act




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



1.24 Fair Market Value




     “Fair Market Value” of a share of Common Stock as of a given date shall be (i) the mean
between the highest and lowest selling price of a share of Common Stock during normal business
hours on the principal exchange on which shares of Common Stock are then trading, if any, on such
date, or if shares were not traded on such date, then the means between the



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highest and lowest
sales on the nearest date before and the nearest date after such valuation date; or (ii) if Common
Stock is not traded on an exchange, the mean between the closing representative bid and asked
prices for the Common Stock during normal business hours on such date as reported by NYSE or, if
NYSE is not then in existence, by its successor quotation system; or (iii) if Common Stock is not
publicly traded, the Fair Market Value of a share of Common Stock as established by the Committee
acting in good faith.



1.25 [reserved]




1.26 including or includes




     “including” or “includes” shall mean including without limitation, or includes, without limitation.



1.27 Individual Agreement




     “Individual Agreement” shall mean an employment, severance or similar agreement between an
Awardee and the Company or one of its Subsidiaries.



1.28 Involuntary Termination




     “Involuntary Termination” shall mean Termination of Employment other than for Cause, death,
Disability, Retirement or voluntary termination by the Awardee.



1.29 Non-Qualified Stock Option




     “Non-Qualified Stock Option” shall mean an Option that either is not an incentive stock option
or is designated as a Non-Qualified Stock Option by the Committee or the Company.



1.30 Normal Retirement




     “Normal Retirement” shall mean retirement from active employment with the Company, or a
Subsidiary at or after age 62 pursuant to which an Awardee is eligible and elects (i) to retire and
(ii) to take a retirement benefit promptly under the retirement provisions of the applicable
pension plan(s) of such employer, or as otherwise determined by the Committee.



1.31 Option




     “Option” shall mean a stock option granted pursuant to this Plan.



1.32 Optionee




     “Optionee” shall mean an Employee granted an Option under this Plan.



1.33 Performance Goals




     “Performance Goals” shall mean the performance goals established by the Committee or the
Company in connection with the grant of Performance Stock, Performance Unit, Restricted Stock or
Restricted Stock Units. In the case of Qualified Performance-Based Awards, (i) such goals shall be
based on the attainment of specified levels of one or more of the following measures: earnings per
share, gross sales, net sales, net income, net income after tax, gross income, operating income,
cash flow from operations, economic value added, unit volume, return on equity, return on assets,
change in working capital, return on total capital or total stockholder return, and (ii) such
Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m)
of the Code and related regulations.



1.34 Plan




     “Plan” shall mean the Employee Stock Option and Incentive Plan, as amended and restated.



1.35 Qualified Performance-Based Award




     “Qualified Performance-Based Award” shall mean an Award of Performance Stock, Performance
Unit, Restricted Stock or Restricted Stock Units designated as such by the Committee at the time of
grant, based upon a determination that (i) the Awardee is or may be a “covered employee” within the
meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able
to claim a tax deduction with respect to such Restricted Stock and (ii) the Committee wishes such
Award to qualify for the Section 162(m) Exemption. Notwithstanding any other provision of the
Plan, no Award shall be considered a Qualified Performance-Based Award unless it is granted subject
to or after obtaining stockholder approval satisfying the requirements of Section 162(m)(4)(C)(ii)
of the Code and the Treasury Regulations thereunder.



1.36 Performance Stock




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     “Performance Stock” shall mean a right to receive Common Stock pursuant to Article 7.



1.37 Performance Unit




     “Performance Unit” shall mean a right to receive Common Stock pursuant to Article 7.



1.38 Restricted Stock




     “Restricted Stock” shall mean Common Stock issued pursuant to Article 7.



1.39 Restricted Stock Unit




     “Restricted Stock Unit” shall mean a right to receive Common Stock pursuant to Article 7.



1.40 Retirement




     “Retirement” shall mean Normal or Early Retirement pursuant to which an Awardee is eligible
and elects (i) to retire and (ii) to take a retirement benefit promptly under the retirement
provisions of the applicable pension plan(s) of the Company or a Subsidiary.



1.41 Rule 16b-3




     “Rule 16b-3” shall mean Rule 16b-3, as promulgated by the Commission under Section 16(b) of
the Exchange Act, as amended from time to time.



1.42 Secretary




     “Secretary” shall mean the Secretary of the Company.



1.43 Section 162(m) Exemption




     “Section 162(m) Exemption” shall mean the exemption from the limitation on deductibility
imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.



1.44 Stock Appreciation Right




     “Stock Appreciation Right” shall mean a stock appreciation right granted under Article 6.



1.45 Subsidiary




     “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last corporation in the unbroken chain then
owns stock possessing 33% (50% for grants of Options or Stock Appreciation Rights as required to
avoid application of Code Section 409A) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain, as well as partnerships and limited
liability companies, in which the Company holds a 33% or more interest.



1.46 Termination of Employment




     “Termination of Employment” of an Awardee shall mean the termination of the employee-employer
relationship between the Awardee and the Company or a Subsidiary for any reason, including a
termination by resignation, discharge, death, Disability or Retirement; but excluding (a)
terminations where there is a simultaneous reemployment or continuing employment by the Company or
a Subsidiary and (b) temporary absences from employment because of illness, vacation or leave of
absence and transfers among the Company and Subsidiaries. In addition, an Awardee employed by a
Subsidiary shall be deemed to incur a Termination of Employment upon a Disaffiliation of that
Subsidiary, unless the Awardee immediately thereafter becomes or remains an Employee of the Company
or one of its continuing Subsidiaries. The Committee or the Company shall determine the effect of
all other matters and questions relating to Termination of Employment.



1.47 Gender and Number




     “Gender and Number” wherever the masculine gender is used it shall include the feminine and
neuter, and wherever a singular pronoun is used it shall include the plural, unless the context
clearly indicates otherwise.



ARTICLE 2 SHARES SUBJECT TO PLAN




2.1 Shares Subject to Plan




     As of December 31, 2007, there were 2,763,719 shares available for future Awards under the
Plan. As of the Effective Date, as defined in Article 11.13 below and subject to stockholder
approval, the aggregate number of shares



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deliverable pursuant to Awards shall be increased by
4,800,000 for a total of 7,563,719 shares. Shares of Common Stock issued under the Plan may be
authorized and unissued shares, previously outstanding shares held as treasury shares, or treasury
shares that have been transferred to and held in a grantor trust of the Company.



2.2 Unexercised Options and Other Rights




     If any Option, or other right to acquire shares of Common Stock under any other Award expires
or is cancelled or forfeited without having been fully exercised or issued, the number of shares
subject to such Option or other Award, but as to which such Option or other Award was not exercised
or issued prior to its expiration, cancellation, or forfeiture may again be optioned, granted or
awarded hereunder, subject to the limitations of Article 2.1.



ARTICLE 3 GRANTING OF OPTIONS




3.1 Eligibility




     Options may be granted to Employees of the Company or of a Subsidiary.



3.2 Granting of Options




     The Committee shall from time to time, in its discretion:




     (i) Select the Employees who will be granted Options;




     (ii) Determine the number of shares to be subject to such Options or Stock Appreciation
Rights granted to the selected Employees; provided, however, that no Employee shall be
granted Options or Stock Appreciation Rights covering in excess of an aggregate of 600,000
shares and rights during any calendar year; and




     (iii)
Determine the terms and conditions of such Options, consistent with this Plan.



ARTICLE 4 TERMS OF OPTIONS




4.1 Option Agreement




     Each Option and the terms and conditions thereof shall be evidenced by an Award Agreement,
which shall be executed by the Optionee and an authorized officer of the Company. Upon grant of an
Option, the Committee or the Company shall instruct the Secretary to issue an Award Agreement
evidencing such Option, and to deliver such Award Agreement to the Optionee.



4.2 Option Price




     The exercise price per share of the shares subject to each Option shall be not less than 100%
of the Fair Market Value of a share of Common Stock on the date the Option is granted. Once
Options are granted, they may not be repriced, and this Article 4.2 may not be amended without the
consent of the stockholders.



4.3 Option Term




     The term of an Option shall be set by the Committee in its discretion; provided that the term
shall not exceed 10 years. The last day of the term of the Option shall be the Option’s
“Expiration Date.”



4.4 Option Vesting




     (a) The period during which the right to exercise an Option in whole or in part vests in the
Optionee shall be set by the Committee (and Option vesting shall be set forth in Award Agreements),
and the Committee may determine that an Option may not be exercised in whole or in part for a
specified period after it is granted. At any time after grant of an Option the Committee may, in
its sole discretion and subject to whatever terms and conditions it selects, accelerate the period
during which an Option vests or extend the period during which it may be exercised (but not beyond
the Expiration Date thereof).



     (b) No portion of an Option, which is unexercisable at Termination of Employment, shall
thereafter become exercisable.



4.5 Exercise of Options after Termination of Employment




     (a) Termination by Death. Unless otherwise determined by the Committee, if an Optionee has a
Termination of Employment by reason of the Optionee’s death, any Option held by such Optionee may
thereafter be exercised by the Optionee’s Beneficiaries, to the extent then exercisable, or on such
accelerated basis as the Committee may determine, for a



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period of 12 months (or such other period
as the Committee may specify in the applicable Award Agreement) from the date of such death or
until the Expiration Date thereof, whichever period is the shorter.



     (b) Termination by Reason of Disability. Unless otherwise determined by the Committee, if an
Optionee has a Termination of Employment by reason of the Optionee’s Disability, any Option held by
such Optionee may thereafter be exercised by the Optionee, to the extent it was exercisable
immediately before the Termination of Employment, or on such accelerated basis as the Committee may
determine, for a period of three years (or such shorter period as the Committee may specify in the
applicable Award Agreement) from the date of such Termination of Employment or until the Expiration
Date thereof, whichever period is the shorter; provided, however, that if the Optionee dies within
such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of 12 months from the date of such death or until the Expiration
Date thereof, whichever period is the shorter.



     (c) Termination by Reason of Retirement. Unless otherwise determined by the Committee in an
Award Agreement, if an Optionee has a Termination of Employment by reason of the Optionee’s
Retirement, any Option held by such Optionee may thereafter be exercised by the Optionee, to the
extent it was exercisable at the time of such Retirement, or on such accelerated basis as the
Committee may determine, as follows: (i) if the Optionee has been before such Retirement, the CEO
or the COO, for the period ending on the Expiration Date of such Option; (ii) if the Optionee has
been before such Retirement, a participant in the Company’s Senior Executive Leadership
Compensation Plan or Executive Leadership Compensation Plan (the executive annual bonus plans) or
any successors thereto, other than the CEO or the COO, for the period ending on the earlier of the
fifth anniversary of such Retirement or the Expiration Date of such Option; and (iii) in
all other cases, for a period ending on the earlier of the third anniversary of such
Retirement or the Expiration Date of such Option.



     (d) Other Termination. Unless otherwise determined by the Committee: (i) if an Optionee
incurs a Termination of Employment for Cause, all Options held by such Optionee shall thereupon
terminate; and (ii) if an Optionee incurs a Termination of Employment for any reason, other than
death, Disability, Retirement or for Cause, any Stock Option held by such Optionee, to the extent
then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for
the lesser of 6 months from the date of such Termination of Employment or until the Expiration Date
of such Stock Option; provided, however, that if the Optionee dies within such period, any
unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such
period, continue to be exercisable to the extent to which it was exercisable at the time of death
for a period of 12 months from the date of such death or until the Expiration Date of such Stock
Option, whichever period is the shorter.



     (e) Transferability of Stock Options. No Option shall be transferable by the Optionee other
than (i) by designation of a Beneficiary, by will or by the laws of descent and distribution, or
(ii) as otherwise expressly permitted under the applicable Award Agreement including, if so
permitted, pursuant to a gift to such Optionee’s family, whether directly or indirectly or by means
of a trust or partnership or otherwise. All Options shall be exercisable, subject to the terms of
this Plan, only by the Optionee, by the guardian or legal representative of the Optionee if the
Optionee is incapacitated, by the Optionee’s Beneficiaries, legal representative or heirs after the
Optionee’s death, or any person to whom such option is transferred pursuant to clause (ii) of the
preceding sentence.



     (f) Cashing Out of Stock Option. On receipt of written notice of exercise, the Committee or
the Company may elect to cash out all or part of the portion of the shares of Common Stock for
which a Stock Option is being exercised by paying the Optionee an amount, in cash or Common Stock,
equal to the excess of the Fair Market Value of the Common Stock over the option price times the
number of shares of Common Stock for which the Option is being exercised on the effective date of
such cash-out.



ARTICLE 5 EXERCISE OF OPTIONS




5.1 Partial Exercise




     An Option may be exercised in whole or in part at any time after it has become vested and
exercisable and before its Expiration Date, subject to Article 4. However, an Option shall not be
exercisable with respect to fractional shares and the Committee or the Company may impose a minimum
number of shares for which a partial exercise will be permitted.



5.2 Manner of Exercise




     All or a portion of an exercisable Option may be exercised upon delivery to the Secretary or
his office of all of the following:



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     (a) A written notice complying with the applicable rules established by the Committee or the
Company, stating that the Option, or a portion thereof, is being exercised, and signed by the
Optionee or other person then entitled to exercise the Option or such portion or an appropriate
notice from the Optionee’s stock broker;



     (b) Full payment for the shares and taxes described in Article 11.7 with respect to which the
Option, or portion thereof, is exercised in whole or in part by (i) cash; (ii) certified or bank
check or such other instrument as the Company may accept; (iii) delivery (either by surrender of
the shares or by attestation) of shares unrestricted Common Stock already owned by the Optionee of
the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of
the Common Stock on the date the Stock Option is exercised); provided, however, that such
already-owned shares either were acquired by the Optionee in an open-market transaction or have
been held by the Optionee for at least six months at the time of exercise; (iv) if permitted by the
Committee or the Company, the surrender of shares of Common Stock then issuable upon exercise of
the Option; or (v) if permitted by the Committee, by delivering a properly executed exercise notice
to the Company, together with a copy of irrevocable instructions to a stock broker acceptable to
the Company to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay
the option price, and, if requested, by the amount of any federal, state, local or foreign
withholding taxes; and



     (c) In the event that the Option shall be exercised by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise the Option.



ARTICLE 6 STOCK APPRECIATION RIGHTS




6.1 Grant and Exercise




     (a) Stock Appreciation Rights may be granted in conjunction with all or part of any Option
granted under the Plan, either at or after the time of grant of such Option. A Stock Appreciation
Right shall terminate and no longer be exercisable upon the termination or exercise of the related
Option.



     (b) A Stock Appreciation Right may be exercised by an Optionee in accordance with Article
6.2(b) by surrendering the applicable portion of the related Option in accordance with procedures
established by the Committee or the Company. Upon such exercise and surrender, the Optionee shall
be entitled to receive an amount determined in the manner prescribed in Article 6.2(b). Options
that have been so surrendered shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.



6.2 Terms and Conditions




     Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined
by the Committee, including the following:



     (a) Stock Appreciation Rights shall be exercisable only at such time or times and to the
extent that the Options to which they relate are exercisable in accordance with the provisions of
the Plan.



     (b) Upon the exercise of a Stock Appreciation Right, an Optionee shall be entitled to receive
an amount in cash, shares of Common Stock or both, in value equal to the excess of the Fair Market
Value of one share of Common Stock over the option price per share specified in the related Option
multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been
exercised, with the Committee or the Company having the right to determine the form of payment. To
the extent that a Stock Appreciation Right is exercised and settled in Common Stock, the number of
shares available for future Awards under the Plan shall be reduced by the number of Stock
Appreciation Rights that are exercised (and not the number of shares actually issued upon
settlement of the Award).



     (c) Stock Appreciation Rights shall be transferable only to permitted transferees of the
underlying Option in accordance with the provisions of the Plan.




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ARTICLE 7 RESTRICTED STOCK AND RESTRICTED STOCK UNITS, PERFORMANCE STOCK AND PERFORMANCE UNITS





7.1 Administration




     Shares of Restricted Stock and Awards of Restricted Stock Units, Performance Stock or
Performance Units may be awarded either alone or in addition to other Awards granted under the
Plan. The Committee or the Company shall determine the Employees to whom and the time or times at
which grants of Restricted Stock, Restricted Stock Units, Performance Stock and/or Performance
Units will be awarded, the number of shares to be awarded to any Awardee, the conditions for
vesting, the time or times within which such Awards may be subject to forfeiture and any other
terms and conditions of the Awards, in addition to those contained in Article 7.3. The total
number of shares of (i) Restricted Stock and (ii) the total number of shares represented by
Restricted Stock Units, Performance Stock, Performance Units and Dividend Equivalents granted under
the Plan shall not exceed 2,800,000.



7.2 Awards and Certificates




     (a) Shares of Restricted Stock shall be evidenced in such manner, as the Committee or the
Company may deem appropriate, including book-entry registration or issuance of one or more stock
certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered
in the name of such Awardee and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award, substantially in the following form:




“The transferability of this certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture) of the Avery Dennison Corporation
Employee Stock Option and Incentive Plan and an Award Agreement. Copies of such Plan and
Agreement are on file at the offices of Avery Dennison Corporation, 150 North Orange Grove
Boulevard, Pasadena, California 91103.”



     The Committee or the Company may require that the certificates evidencing such shares be held
in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition
of any Award of Restricted Stock, the Awardee shall have delivered a stock power, endorsed in
blank, relating to the Common Stock covered by such Award.



     (b) Restricted Stock Units, Performance Stock and Performance Units shall represent the right,
subject to the terms and conditions of the Award, to receive, at a specified time or times, either
a specified number of shares of Common Stock, or a cash payment equal to the Fair Market Value of a
specified number of shares of Common Stock, as the Committee or the Company shall determine.



7.3 Terms and Conditions




     The terms and conditions of an Award of Restricted Stock or Restricted Stock Units,
Performance Stock or Performance Units as established by the Committee or the Company shall be set
forth in an Award Agreement, including the following:



     (a) The Committee may, in connection with the grant, designate an Award of Restricted Stock,
Restricted Stock Units, Performance Stock or Performance Units as a Qualified Performance-Based
Award, in which event it shall condition the grant or vesting (generally, during a period of three
years), as applicable, of such Award upon the attainment of Performance Goals. If the Committee
does not designate an Award of Restricted Stock, Restricted Stock Units, Performance Stock or
Performance Units as a Qualified Performance-Based Award, it may also condition the grant or
vesting thereof upon the attainment of Performance Goals. Regardless of whether an Award of
Restricted Stock, Restricted Stock Units, Performance Stock or Performance Units is a Qualified
Performance-Based Award, the Committee may also condition the grant or vesting thereof upon the
continued service of the Awardee. The conditions for grant or vesting and the other provisions of
Awards of Restricted Stock, Restricted Stock Units, Performance Stock or Performance Units
(including any applicable Performance Goals) need not be the same with respect to each Awardee.
The Committee may at any time, in its sole discretion, accelerate or waive, in whole or in part,
any of the foregoing restrictions; provided, however, that in the case of an Award that is a
Qualified Performance-Based Award, the applicable Performance Goals have been satisfied. The total
number of shares represented by Qualified Performance Based Award granted under the Plan shall not
exceed 2,800,000.



     (b) Subject to the provisions of the Plan and the applicable Award Agreement, during the
period, if any, set by the Committee, commencing with the date of such Award for which such
Awardee’s continued service is required (the “Restriction Period”), and until the later of (i) the
expiration of the Restriction Period and (ii) the date the applicable Performance Goals (if any)
are satisfied, the Awardee shall not be permitted to sell, assign, transfer, pledge or otherwise
encumber shares of Restricted Stock or an Award of Restricted Stock Units, Performance Stock or
Performance Units.



     (c) Except as provided in this paragraph (c) and Articles 7.3(a) and 7.3(b) and the applicable
Award Agreement, the Awardee shall have, with respect to shares of Restricted Stock (but not
Restricted Stock Units), all of the rights of a stockholder of the Company holding the class or
series of Common Stock that is the subject of the Restricted Stock,



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including, if applicable, the
right to vote the shares and the right to receive any cash dividends. Unless otherwise determined
by the Committee and subject to the next sentence, (A) cash dividends on the class or series of
Common Stock that are the subject of the Award of Restricted Stock or Restricted Stock Units shall
be automatically deferred and reinvested in additional Restricted Stock or Restricted Stock Units,
as applicable, held subject to the vesting of the underlying Award, and (B) dividends payable in
Common Stock shall be paid in the form of additional Restricted Stock or Restricted Stock Units, as
applicable, held subject to the vesting of the underlying Award. Notwithstanding the foregoing or
any provision of an Award Agreement, reinvestment of dividends in additional Restricted Stock or
Restricted Stock Units shall only be permissible if sufficient shares of Common Stock are available
under the Plan for such reinvestment (taking into account then outstanding Awards).



     (d) Except to the extent otherwise provided in the applicable Award Agreement and Articles
7.3(a), 7.3(b), 7.3(e) and 9.1(b), upon an Awardee’s Termination of Employment for any reason
during the Restriction Period or before the applicable Performance Goals are satisfied, all shares
of Restricted Stock and all Restricted Stock Units, Performance Stock and Performance Units still
subject to restriction shall be forfeited by the Awardee.



     (e) Except to the extent otherwise provided in Article 9.1(b), in the event an of an Awardee’s
Retirement or Termination of Employment other than for Cause, the Committee shall have the
discretion to waive, in whole or in part, any or all remaining restrictions (other than, in the
case of Restricted Stock with respect to which an Awardee is a Covered Employee, satisfaction of
the applicable Performance Goals unless the Termination of Employment was by reason of the
Awardee’s death, Disability or Involuntary Termination) with respect to any or all of such
Awardee’s shares of Restricted Stock, Restricted Stock Units, Performance Stock and Performance
Units.



     (f) If and when any applicable Performance Goals are satisfied and the Restriction Period
expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such shares
shall be delivered to the Awardee upon surrender of the legended certificates.



ARTICLE 8 DIVIDEND EQUIVALENTS




8.1 Dividend Equivalents




     Dividend Equivalents may be granted under this Plan in conjunction with other Awards, except
Options and Stock Appreciation Rights. Dividend Equivalents shall represent the right to receive
cash payments, shares of Common Stock, or a combination thereof, having a value equal to the
dividends declared on Common Stock during a specified period, and subject to such other terms and
conditions as the Committee shall determine.



ARTICLE 9 CHANGE IN CONTROL PROVISIONS




9.1 Impact of Event




     Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in
Control:



     (a) Any Options and Stock Appreciation Rights outstanding as of the date such Change in
Control is determined to have occurred, and which are not then exercisable and vested, shall become
fully exercisable and vested, and shall remain exercisable until their Expiration Date
notwithstanding any Termination of Employment of the relevant Optionee other than a Termination of
Employment for Cause.



     (b) The restrictions and deferral limitations applicable to any Restricted Stock, Restricted
Stock Units, Performance Stock, Performance Units and Dividend Equivalents shall lapse, and such
Restricted Stock, Restricted Stock Units, Performance Stock, Performance Units and Dividend
Equivalents shall become free of all restrictions and become fully vested and transferable at the
target amount.



     (c) Any restrictions or deferral or forfeiture limitations applicable to any Dividend
Equivalents shall lapse.




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9.2 Definition of Change in Control




     For purposes of the Plan, a “Change in Control” shall mean the happening of any of the
following events:



     (a) An acquisition by any individual, entity or group (within the meaning of Article 13.4(a)
or 14.4(b) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares
of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); excluding, however, the
following: (A) any acquisition directly from the Company, other than an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted was itself acquired
directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (D) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (c) of this Article 9.2; or



     (b) A change in the composition of the Board such that the individuals who, as of the
effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as
the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, for purposes of this Article 9.2, that any individual who becomes a member of
the Board subsequent to the effective date of the Plan, whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this provision) shall be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board shall not
be so considered as a member of the Incumbent Board; or



     (c) The consummation of a reorganization, merger or consolidation or sale involving the
Company or a disposition of all or substantially all of the assets of the Company (“Corporate
Transaction”); excluding, however, such a Corporate Transaction pursuant to which (i) all or
substantially all of the individuals and entities who are the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to
such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction (including a corporation,
which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (other
than the Company, any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or
more of, respectively, the outstanding shares of common stock of the corporation resulting from
such Corporate Transaction or the combined voting power of the outstanding voting securities of
such corporation entitled to vote generally in the election of directors except to the extent that
such ownership existed prior to the Corporate Transaction, and (iii) individuals who were members
of the Incumbent Board will constitute at least a majority of the members of the board of directors
of the corporation resulting from such Corporate Transaction; or



     (d) The approval by the stockholders of the Company of a complete liquidation or dissolution
of the Company.



     (e) Notwithstanding
the foregoing, no event shall constitute a Change in Control for purposes
of triggering the timing of payment of an Award that constitutes “deferred compensation” subject to
Code Section 409A if it is not “a change in the ownership or effective control of the corporation,
or in the ownership of a substantial portion of the assets of the corporation” within the meaning
of Code Section 409A.



ARTICLE 10 ADMINISTRATION




10.1 Committee




     The Plan shall be administered by the Compensation and Executive Personnel Committee of the
Board or such other committee of the Board, as may from time to time be selected by the Board.



10.2 Powers of Committee




     (a) The Committee shall have the authority to conduct the general administration of this Plan
in accordance with its provisions. The Committee shall have the power to make Awards and set the
terms and conditions for such Awards (including the option price, any vesting condition,
restriction or limitation (which may be related to the performance of the Awardee, the Company or
any Subsidiary) and any vesting acceleration or forfeiture waiver regarding any Award and the



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shares of Common Stock relating thereto, based on such factors as the Committee shall determine; to
modify, amend or adjust the terms and conditions of any Award, at any time or from time to time,
including Performance Goals; provided, however, that the Committee may not adjust upwards the
amount payable with respect to a Qualified Performance-Based Award or waive or alter the
Performance Goals associated therewith except as specifically permitted by the Plan; to determine
to what extent and under what circumstances Common Stock and other amounts payable with respect to
an Award shall be deferred; and to determine under what circumstances an Award may be settled in
cash or Common Stock under Articles 4, 6, 7, 8 and 9, as applicable. The Committee shall have the
power to interpret this Plan and the Awards made hereunder, to adopt such rules and procedures for
the administration, interpretation, and application of this Plan as are consistent therewith, and
to interpret, amend or revoke any such rules and procedures. Any Award under this Plan need not be
the same with respect to each Awardee.



     (b) Any determination made by the Committee or pursuant to delegated authority pursuant to the
provisions of the Plan with respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award or, unless in contravention of any
express term of the Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding
on all persons, including the Company, Awardees and Beneficiaries.



10.3 Action by Committee




     (a) The Committee shall act by a majority of its members in office. The Committee may act
either by vote at a meeting, or by a memorandum, minutes or other written instrument signed by the
Chairman of the Committee or by a majority of the Committee. The Committee may delegate to (i) the
CEO the authority to make decisions pursuant to, and interpretations of, the Plan (provided that no
such delegation may be made that would cause Awards or other transactions under the Plan to cease
to be exempt from Section 16(b) of the Exchange Act or cause Qualified Performance-Based Awards to
fail to qualify for the Section 162(m) exemption), and the authority to grant Awards and establish
terms and conditions related to such Awards to any Employee, who is not an “officer” of the Company
(within the meaning of Rule 16a-1(f) promulgated under the Exchange Act, as amended), subject to
any limitations the Committee may impose, and (ii) the CEO or Secretary, or both, any or all of the
administrative and interpretive duties and authority of the Committee under the Plan. Based on such
delegation of authority from the Committee, the CEO may request Company representatives to take
actions related to the granting of Awards and to other Plan matters.



     (b) Any authority granted to the Committee under this Plan may also be exercised by the full
Board, except to the extent that the grant or exercise of such authority would cause any Award
designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for,
the Section 162(m) Exemption. To the extent that any permitted action taken by the Board conflicts
with action taken by the Committee, the Board action shall control.



10.4 Compensation; Professional Assistance; Good Faith Actions




     Expenses and liabilities that members of the Committee incur in connection with the
administration of this Plan shall be borne by the Company. The Committee may employ attorneys,
consultants, accountants, appraisers, brokers, or other persons. The Committee, the Company, and
its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any
such persons. All actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon all Awardees and Beneficiaries, the Company, and all
other interested persons. No members of the Committee shall be personally liable for any action,
determination, or interpretation made in good faith with respect to this Plan or any Award, and all
members of the Committee shall be fully protected by the Company in respect of any such action,
determination or interpretation.



ARTICLE 11 MISCELLANEOUS PROVISIONS




11.1 Not Transferable




     Except as specifically provided in the Plan with respect to Options and Stock Appreciation
Rights, as provided in Article 11.8 regarding designation of Beneficiaries, and as may be otherwise
provided in the applicable Award Agreement: (i) Awards may not be sold, pledged, assigned, or
transferred in any manner other than by will or the laws of descent and distribution; (ii) no Award
or interest or right therein shall be subject to the debts, contracts or engagements of the Awardee
or his Beneficiaries and successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy); and (iii) any
attempted disposition of an Award shall be null and void and of no effect.



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11.2 Unfunded Status of Plan




     It is presently intended that the Plan constitutes an “unfunded” plan for incentive and
deferred compensation. The Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or make payments; provided
that, unless the Committee otherwise determines, the existence of such trusts or other arrangements
is consistent with the “unfunded” status of the Plan.



11.3 General Provisions




     (a) The Committee or the Company may require each person purchasing or receiving shares of
Common Stock pursuant to an Award, as a condition to delivery of such shares, to represent to and
agree with the Company in writing that such person is acquiring the shares without a view to the
distribution thereof and to provide such other representations and such documents as the Committee
or the Company deems necessary or appropriate to effect compliance with all applicable laws. Such
shares may be delivered by book entry or in certificate form, with such legends or other notations
as the Committee or the Company deems appropriate to reflect any restrictions on transfer.



     (b) Notwithstanding any other provision of the Plan or any Award Agreement, the Company shall
not be required to issue or deliver any shares of Common Stock under the Plan prior to fulfillment
of all of the following conditions:




     (i) Listing or approval for listing upon notice of issuance of such shares on the New
York Stock Exchange, Inc., or such other securities exchange as may at the time be the
principal market for the Common Stock;




     (ii) Any registration or other qualification of such shares of the Company under any
state or federal law or regulation, or the maintaining in effect of any such registration or
other qualification that the Committee or the Company deems necessary or advisable;




     (iii) Obtaining any other consent, approval, or permit from any state or federal
governmental agency that the Committee or the Company determines to be necessary or
advisable;




     (iv) The lapse of such reasonable period of time following the exercise of an Option or
Stock Appreciation Right or the vesting or other event that results in the settlement of an
Award, as the Committee or the Company may establish from time to time for reasons of
administrative convenience; and




     (v) The receipt by the Company of full payment (if any) for such shares and the
satisfaction of any tax withholding obligations relating thereto.



     An Awardee shall not be, nor have any of the rights or privileges of, a stockholder of the
Company in respect of any shares of Common Stock that may become deliverable pursuant to an Award
unless and until such shares have been delivered to the Awardee.



     (c) In the event an Award is granted to an Employee who is employed outside the United States
and who is not compensated from a payroll maintained in the United States, the Committee or the
Company may modify the provisions of the Plan as they pertain to such Award or Awardee to comply
with applicable foreign law, and/or related regulations or requirements.



     (d) The Committee or the Company may (but need not) establish rules or terms and conditions in
an applicable Award Agreement, under which Awardees may be permitted to elect to defer receipt of
cash or shares in settlement of Restricted Stock Units, Performance Stock and Performance Units for
a specified period or until a specified event, either under an existing plan of the Company or
otherwise.



     (e)The Plan, in form and operation, is intended to comply with Section 409A of the Code. To
the extent that the terms of the Plan are inconsistent with Section 409A, then the terms of the
Plan will be automatically deemed to be amended and construed so as to be in compliance. The
Committee or the Company may make any amendments to the Plan or to any outstanding Awards in order
to comply with the requirements of Section 409A.



11.4 Amendment, Suspension, or Termination of this Plan




     The Board may amend, suspend or terminate the Plan at any time prior to a Change in Control,
but no such amendment, suspension or termination shall impair the rights of Awardees under Awards
previously granted without the



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Awardee’s consent, and provided further that no material amendments
will be made to the terms of the Plan without the approval of the Company’s stockholders.



     The Committee may amend the terms of any Award after it is granted, prospectively or
retroactively, but no such amendment shall reprice an option, cause a Qualified Performance-Based
Award to cease to qualify for the Section 162(m) Exemption or impair the rights of the Awardee
without the Awardee’s consent.



11.5 Adjustments upon Changes in Common Stock




     In the event of an equity restructuring involving a nonreciprocal transaction between the
Company and its stockholders, such as a stock dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation, acquisition of property or shares,
separation, spin-off, reorganization, stock rights offering, liquidation, Disaffiliation of a
Subsidiary or similar event that affects the number or kind of shares of Common Stock (or other
securities of the Company) or the share price of Common Stock (or other securities) and causes a
change in the per share value of the Common Stock underlying outstanding Awards, the Committee or
the Company shall make appropriate and equitable adjustments to the following:




	 	(a)	 	the aggregate number of shares of Common Stock available under Article 2 and
Article 7, and the limits on grants of Options under Article 3, grants of Stock
Appreciation Rights under Article 6, and grants of Qualifying Performance-Based Awards
under Articles 7 and 8;
	 
	 	(b)	 	the number of shares of Common Stock covered by outstanding Awards;
	 
	 	(c)	 	the option price of outstanding Options, and
	 
	 	(d)	 	appropriate and equitable adjustments to other outstanding Awards.





     Such adjustments may include, without limitation, (i) the cancellation of outstanding Awards
in exchange for payments of cash, property or a combination thereof having an aggregate value equal
to the value of such Awards, as determined by the Committee or the Company, (ii) the substitution
of other property (including, without limitation, other securities) for the Stock covered by
outstanding Awards, and (iii) in connection with any Disaffiliation of a Subsidiary, arranging for
the assumption, or replacement with new awards, of Awards held by Awardees employed by the affected
Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the
Disaffiliation.



11.6 Approval of Plan by Stockholders




This Plan, as amended and restated, was approved
by the Board on February 28, 2008, and was submitted for the approval by the Company’s stockholders
at the annual meeting of stockholders on April 24, 2008.



11.7 Tax Withholding




     No later than the date as of which an amount first becomes includible in the gross income of
an Awardee for federal income tax purposes with respect to any Award under the Plan, such an
Awardee shall pay to the Company, or make arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld
with respect to such amount. Unless otherwise determined by the Company, withholding obligations
may be settled with Common Stock, including Common Stock that is part of the Award that gives rise
to the withholding requirement; provided, however, that not more than the legally required minimum
withholding may be settled with Common Stock. The obligations of the Company under the Plan shall
be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to
such an Awardee. The Committee may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding obligations with Common Stock.



11.8 Beneficiaries




     The Committee or the Company shall establish such procedures as it deems appropriate for
Awardees to designate one or more persons (each, a “Beneficiary”) to whom any amounts payable under
this Plan in the event of the applicable Awardee’s death are to be paid and/or by whom any rights
of the applicable Awardee’s, after the Awardee’s death, may be exercised. Designation, revocation
and redesignation of Beneficiaries must be made in writing in accordance with procedures
established by the Committee or the Company, and shall be effective upon delivery to the Committee
or the Company.



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11.9 Effect of Plan




     The adoption of this Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in this Plan shall be construed to limit the right of
the Company (a) to establish any other forms of incentives or compensation for employees of the
Company or any Subsidiary, or (b) to grant or assume options or other rights otherwise than under
this Plan in connection with any proper corporate purpose, including the grant or assumption of
options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise,
of the business, stock or assets of any corporation, firm or association. Nothing in this Plan or
in any Award Agreement shall confer upon any Awardee any right to continue in the employ of the
Company or any Subsidiary or interfere with or restrict in any way the rights of the Company and
the Subsidiaries, which are hereby expressly reserved, to discharge any Awardee at any time for any
reason whatsoever, with or without Cause.



11.10 Titles




     Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Plan.



11.11 Governing Law




     This Plan and any Award Agreements hereunder shall be administered, interpreted and enforced
under the laws of the State of Delaware, without reference to the principle of conflict of laws.



11.12 Effective Date




     This Plan, as amended and restated, was approved by
stockholders of the Company on April 24, 2008, and is effective as of that date.




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